Soho Holly Futures Co., Ltd. — Proxy Solicitation & Information Statement 2016

Apr 15, 2016

Holly Futures

(a joint stock company incorporated in the People’s Republic of China (the “ PRC ” or “ China ”) with limited liability under the Chinese corporate name 弘業期貨股份有限公司 and carrying on business in Hong Kong as Holly Futures) (the “ Company ”)

(Stock Code: 3678)

FORM OF PROXY FOR USE AT THE ANNUAL GENERAL MEETING TO BE HELD ON 31 MAY 2016 OR ANY ADJOURNMENT THEREOF

	Number of shares to which this form of proxy relates (Note 1)	Domestic Shares H Shares

I/We (Note 2) of

being the registered holder(s) of (Note 1) H Share(s)/Domestic Share(s) (Note 3) of RMB1.00 each in the share capital of the Company, HEREBY APPOINT (Note 3) THE CHAIRMAN OF THE MEETING or of

as my/our proxy to attend at the annual general meeting of the Company (the “ Meeting ”) (and at any adjournment thereof) to be held at Conference Room, 9/F, Holly Tower, No. 50 Zhonghua Road, Nanjing, the PRC on Tuesday, 31 May 2016 at 2:00 p.m. for the purpose of considering and, if thought fit, passing the following resolutions as set out in the notice convening the Meeting, and vote for me/us and in my/our names in respect of the resolutions as indicated below, or, if no such indication is given, as my/our proxy thinks fit.

									FOR	AGAINST	ABSTAIN
			ORDINARY RESOLUTIONS						(Note 4)	(Note 4)	(Note 4)
	1.	To consider and approve	the report of the auditors and the audited					consolidated financial statements of the
		Company for the year	ended 31 December 2015 prepared				in	accordance with the PRC accounting
		standards
	2.	To consider and approve	the report of the auditors and the audited					consolidated financial statements of the
		Company for the year ended 31 December 2015 prepared in accordance with the							Hong Kong Financial
		Reporting Standards
	3.	To consider and approve	the H Shares annual report of the Companyfor theyear ended 31 December 2015
	4.	To consider and approve	the annual report of the			Company for the		year ended 31 December 2015 prepared
		in accordance with the relevant regulations and requirements of the China							Securities Regulatory
		Commission
	5.	To consider and approve the report			of the board of directors of the Company for the year ended
		31 December 2015
	6.	To consider and approve the report of the board of supervisors of the Company for the year ended
		31 December 2015
	7.	To consider and approve	the final	accounting plan of the Company for the year ended 31 December 2015
	8.	To consider and approve	the Company’s profit distribution plan and declaration of						final dividends for the
		year ended 31 December 2015
	9.	To consider and approve	the re-appointment of KPMG Huazhen (Special General Partnership) as the PRC
		auditor and KPMG as the international auditor of the Company to hold office until the conclusion of the
		next annual general meeting of		the Company,		and to authorise the general manager’s office of the
		Company to fix their remuneration at			its meetings
	10.	To authorise the Board	to fix the remuneration package of the					Directors and Supervisors for the year
		ending 31 December 2015
	11.	To consider and approve the resolution to the adjustment of remuneration of independent non-executive
		Directors of the second	session of the board of			directors
	12.	To consider and approve the appointment of Mr. Zhang Ke as an						additional non-executive director of the
		Company
	13.	To consider and approve the appointment of Mr.				Zhao Yajun as an additional Supervisor of the Company
									FOR	AGAINST	ABSTAIN
				SPECIAL RESOLUTIONS					(Note 4)	(Note 4)	(Note 4)
	14.	That the proposed amendment to the Articles of Association be					approved and confirmed (details of which
		are set out in the circular of the Company dated 15 April 2016), and the Board be authorised to revise the
		wordings of such amendment as appropriate (no approval from Shareholders is required for such revision),
		and execute relevant documents and/or take all relevant actions as it considers necessary or expedient and
		in the interest of the Company		to effect the proposed amendment, comply with the PRC laws and
		regulations and meet the	requirements		of the relevant regulatory authorities of the State (if any); and deal
		with other matters arising from the amendment				to the Articles of Association
	15.	The proposed amendment to the Rules			of Procedures of the Board			of Directors be approved and confirmed
		(details of which are set out in the circular of				the Company	dated 15 April 2016), and the Board be
		authorised to revise the	wordings of such amendment as appropriate (no approval from Shareholders is
		required for such revision), and execute relevant				documents and/or take all relevant actions as it considers
		necessary or expedient and in the interest of the Company to effect the proposed amendment, comply with
		the PRC laws and regulations and		meet the requirements of the			relevant regulatory		authorities of the State
		(if any); and deal with other matters arising from the amendment						to the Rules of Procedures of the Board
		of Directors
	16.	To give a general mandate to the Board to allot, issue and deal with additional Domestic Shares not
		exceeding 20% of the Domestic Shares of the Company in issue						and additional H Shares not exceeding
		20% of the H Shares of the Company in issue and authorise the					Board to make corresponding amendments
		to the Articles of Association of the Company as				it thinks fit so	as	to reflect the new capital structure upon
		the allotment or issuance of shares pursuant to				such mandate

For details of the above resolutions, please refer to the Company’s circular dated 15 April 2016.

Signature(s) (note 6)

2016

Dated this

day of

Notes:

1. Please insert the number and type of share(s) registered in your name(s) relating to this form of proxy. If no number is inserted, this form of proxy will be deemed to relate to all of the shares in the capital of the Company registered in your name(s).

2. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

3. Please delete as inappropriate.

4. If any proxy other than the Chairman is preferred, please strike out “ THE CHAIRMAN OF THE MEETING ” here inserted and insert the name and address of the proxy desired in the space provided. You may appoint one or more proxies to attend the Meeting. A proxy need not be a shareholder of the Company but must attend the Meeting in person to represent you. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS PROXY. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

5. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “AGAINST”, IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, PLEASE TICK IN THE BOX MARKED “ABSTAIN”, AND YOUR VOTING WILL BE COUNTED IN THE TOTAL NUMBER OF VOTES CAST IN THAT RESOLUTION FOR THE PURPOSE OF CALCULATING THE RESULT OF THAT RESOLUTION. Failure to complete any or all of the boxes will entitle your proxy to cast his/her/its votes at his/her/its discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

6. Any member of the Company (“ Member ”) entitled to attend and vote at the Meeting shall be entitled to appoint another person (who must be an individual) as his/her/its proxy to attend and vote instead of him/her/it and a proxy so appointed shall have the same right as the Member to speak at the Meeting. On a poll, votes may be given either personally or by proxy. A proxy need not be a Member. A Member may appoint more than one proxy to attend on the same occasion.

7. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either executed under its seal or under the hand of an officer or attorney duly authorised. If the proxy form is signed by an attorney of the shareholder, the power of attorney authorising that attorney to sign or other document(s) of authorisation must be notarised.

8. In order to be valid, this proxy form for the Meeting must be deposited by hand or post, for holders of H Shares of the Company, to the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, and, for holders of Domestic Shares of the Company, to the headquarters in the PRC of the Company not less than 24 hours before the time for holding the Meeting (or any adjournment thereof) for taking the poll. If the proxy form is signed by a person under a power of attorney or other authority, a notarial copy of that power of attorney or authority shall be deposited at the same time as mentioned in the proxy form. Completion and return of the proxy form will not preclude shareholders from attending and voting in person at the Meeting or any adjourned meetings should they so wish.

9. In case of joint shareholder for any share, only the person whose name is at the first place on the register of shareholders has the rights to receive the certificate of relevant shares and notice from the Company and to attend or exercise all of the votes relating to the shares.

10. Shareholders or their proxies shall provide their identity documents when attending the AGM.

11. The address of the headquarters of the Company in the PRC is No. 50 Zhonghua Road, Nanjing, the PRC.